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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 16, 2012 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: June 30, 2012 Estimated average burden hours per response . . . . . . 2.50 SEC FILE NUMBER 001-34595 CUSIP NUMBER 00211E104 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: Mar |
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| May 2, 2012 |
Carl Marks & Co. Inc. - SCHEDULE 13D/A - AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8) ats corporation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00211E104 (CUSIP Number) Mark L. Claster Carl Marks & Co. Inc. 900 Third Avenue 33rd Floor New York, New York 10022 (212) 909-8400 (Name, Address and |
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| May 2, 2012 |
EXHIBIT 1 - JOINT FILING STATEMENT Page 26 of 28 EXHIBIT 1 - JOINT FILING STATEMENT Pursuant to Rule 13d-1(k)(1), we, the undersigned hereby express our agreement that the Schedule 13D for ATS Corporation is filed on behalf of each of us. |
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| April 3, 2012 |
SC 13D/A 1 d1140528b13d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* ATS CORPORATION (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number) Lampe, Conway & Co., LLC 680 Fifth Avenue – 12th Floor New York, New York 10019-5429 Tel: (212) 581-8989 (Name, |
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| April 2, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ATS Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 00211E104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive No |
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| April 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* ATS Corporation (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number) Joel R. Jacks 900 Third Avenue, 33rd Floor New York, NY 10022 Telephone: (212) 909-8400 (Name, Address and Telephone Number of Perso |
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| March 30, 2012 |
SALIENT FEDERAL SOLUTIONS ANNOUNCES EXPIRATION OF TENDER OFFER FOR SHARES OF ATS CORPORATION Merger Expected to Close Later Today McLean and Fairfax, Virginia, March 30, 2012 — ATS Corporation (NYSE AMEX: ATSC), a leading information technology company that delivers innovative technology solutions to government and commercial organizations, and Salient Federal Solutions, Inc. |
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| March 30, 2012 |
As filed with the Securities and Exchange Commission on March 30, 2012 Registration No. |
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| March 30, 2012 |
As filed with the Securities and Exchange Commission on March 30, 2012 Registration No. |
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| March 30, 2012 |
ATLAS MERGER SUBSIDIARY, INC. (a Delaware corporation) BYLAWS As adopted by the Board of Directors as of February , 2012 BYLAWS ATLAS MERGER SUBSIDIARY, INc. ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be at Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, State of Delaware 19808. The |
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| March 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2012 ATS Corporation (Exact name of registrant as specified in its charter) Delaware 001-34595 11-3747850 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 30, 2012 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ATS CORPORATION THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATS CORPORATION FIRST: The name of the corporation (hereinafter referred to as the “Corporation”) is ATS Corporation. |
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| March 30, 2012 |
As filed with the Securities and Exchange Commission on March 30, 2012 Registration No. |
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| March 30, 2012 |
As filed with the Securities and Exchange Commission on March 30, 2012 Registration No. |
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| March 30, 2012 |
NT 10-K 1 v307781nt10k.htm FORM NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001-34595 CUSIP NUMBER 00211E104 (Check One) S Form 10-K £ Form 20-F £ Form 11-K £ Form 10-Q £ Form N-SAR For the Period Ended: December 31, 2011 £ Transition Report on Form 10-K £ Transition Report on Form 20-F £ Transition Report |
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| March 30, 2012 |
Exhibit (a)(5)(E) SALIENT FEDERAL SOLUTIONS ANNOUNCES EXPIRATION OF TENDER OFFER FOR SHARES OF ATS CORPORATION Merger Expected to Close Later Today McLean and Fairfax, Virginia, March 30, 2012 — ATS Corporation (NYSE AMEX: ATSC), a leading information technology company that delivers innovative technology solutions to government and commercial organizations, and Salient Federal Solutions, Inc. |
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| March 30, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) Amendment No. 7 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. (Offeror) A Wholly Owned Subsidiary of Salient Federal Solutions, Inc. (Parent of Offeror) (Name of Filing Persons |
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| March 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 6) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 00211E104 (CUSIP Number of Cla |
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| March 30, 2012 |
As filed with the Securities and Exchange Commission on March 30, 2012 Registration No. |
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| March 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 00211E104 (CUSIP Number of Cla |
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| March 28, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) Amendment No. 6 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. (Offeror) A Wholly Owned Subsidiary of Salient Federal Solutions, Inc. (Parent of Offeror) (Name of Filing Persons |
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| March 23, 2012 |
SALIENT FEDERAL SOLUTIONS EXTENDS OFFER FOR SHARES OF ATS CORPORATION Exhibit (a)(5)(D) SALIENT FEDERAL SOLUTIONS EXTENDS OFFER FOR SHARES OF ATS CORPORATION McLean and Fairfax, Virginia, March 23, 2012 — ATS Corporation (NYSE AMEX: ATSC), a leading information technology company that delivers innovative technology solutions to government and commercial organizations, and Salient Federal Solutions, Inc. |
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| March 23, 2012 |
SALIENT FEDERAL SOLUTIONS EXTENDS OFFER FOR SHARES OF ATS CORPORATION SALIENT FEDERAL SOLUTIONS EXTENDS OFFER FOR SHARES OF ATS CORPORATION McLean and Fairfax, Virginia, March 23, 2012 — ATS Corporation (NYSE AMEX: ATSC), a leading information technology company that delivers innovative technology solutions to government and commercial organizations, and Salient Federal Solutions, Inc. |
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| March 23, 2012 |
Exhibit (b)(6) ESCROW AGREEMENT This ESCROW AGREEMENT (this “Escrow Agreement”), dated as of March 23, 2012, is entered into among SALIENT FEDERAL SOLUTIONS, INC. |
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| March 23, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 00211E104 (CUSIP Number of Cla |
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| March 23, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) Amendment No. 5 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. (Offeror) A Wholly Owned Subsidiary of Salient Federal Solutions, Inc. (Parent of Offeror) (Name of Filing Persons |
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| March 23, 2012 |
Exhibit (b)(5) ESCROW AGREEMENT This ESCROW AGREEMENT (this “Escrow Agreement”), dated as of March 23, 2012, is entered into among SALIENT FEDERAL SOLUTIONS, INC. |
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| March 16, 2012 |
ATSC / / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ATS Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 00211E104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive No |
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| March 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 00211E104 (CUSIP Number of Cla |
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| March 16, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) Amendment No. 4 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. (Offeror) A Wholly Owned Subsidiary of Salient Federal Solutions, Inc. (Parent Of Offeror) (Name of Filing Persons |
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| March 14, 2012 |
ATSC / / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ATS Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 00211E104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communic |
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| March 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 00211E104 (CUSIP Number of Cla |
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| March 9, 2012 |
UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA GIANCARLOS GUERRA, on behalf of himself ) and all others similarly situated, ) ) ) Plaintiff, ) Civil Action No. |
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| March 9, 2012 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EFiled: Mar 2 2012 8:22PM EST Transaction ID 42861209 Case No. 7300- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE STOURBRIDGE INVESTMENTS LLC, individually and on behalf of all others similarly situated, Plaintiff, vs. EDWARD H. BERSOFF, KEVIN S. FLANNERY, JOHN H. SCHULTE, EDWARD J. SMITH, ANITA K. JONES, JOEL R. JACKS, JAMES R. SWARTWOUT, ATS CORPORATION, SALIENT FEDERAL SOLUTIONS, INC. AND |
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| March 9, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) Amendment No. 3 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. (Offeror) A Wholly Owned Subsidiary of Salient Federal Solutions, Inc. (Parent Of Offeror) (Name of Filing Persons |
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| March 9, 2012 |
[ATS Corporation Letterhead] March 9, 2012 Via EDGAR and e-mail Mr. Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: ATS Corporation Schedule 14D-9 filed February 29, 2012 SEC File No. 005-81087 Dear Mr. Duchovny: Thank you for your letter dated March 5, 2012 setting forth the comments of the staff |
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| March 6, 2012 |
Exhibit (a)(5)(C) Salient-ATSC Transition Help Q&As POSTED 6 MARCH 2012 Will any Floating Holiday balances will be transferred? Any unused floating holidays will be credited to your holiday balance at the time payroll is transferred. |
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| March 6, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) Amendment No. 2 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. (Offeror) A Wholly Owned subsidiary of Salient Federal Solutions, Inc. (Parent Of Offeror) (Name of Filing Persons |
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| March 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ATS Corporation (Name of Subject Company) ATS Corporation (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 00211E104 (CUSIP Number of Cla |
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| March 5, 2012 |
ATSC / / LC CAPITAL MASTER FUND LTD Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| March 5, 2012 |
EXHIBIT 1 - JOINT FILING STATEMENT Page 26 of 28 EXHIBIT 1 - JOINT FILING STATEMENT Pursuant to Rule 13d-1(k)(1), we, the undersigned hereby express our agreement that the Schedule 13D for ATS Corporation is filed on behalf of each of us. |
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| March 5, 2012 |
ATSC / / Carl Marks & Co. Inc. - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) ats corporation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00211E104 (CUSIP Number) Mark L. Claster Carl Marks & Co. Inc. 900 Third Avenue 33rd Floor New York, New York 10022 (212) 909-8400 (Name, Address and |
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| March 1, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) Amendment No. 1 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. (Offeror) A Wholly Owned subsidiary of Salient Federal Solutions, Inc. (Parent Of Offeror) (Name of Filing Persons |
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| February 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) |
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| February 29, 2012 |
ATSC / / Revelation Special Situations Fund Ltd - ATS CORPORATION Activist Investment SC 13D/A 1 p12-0695sc13da.htm ATS CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4)* ATS Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class o |
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| February 29, 2012 |
[SAGENT ADVISORS INC. LETTERHEAD] Exhibit (a)(7) [SAGENT ADVISORS INC. LETTERHEAD] February 21, 2012 Board of Directors ATS Corporation 7925 Jones Branch Drive McLean, Virginia 22102 Members of the Board of Directors: We understand that ATS Corporation (the “Company”) intends to enter into a transaction (the “Proposed Transaction”) with Salient Federal Solutions, Inc. (“Parent”) pursuant to which Parent will acquire the Company. P |
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| February 29, 2012 |
ATS CORPORATION Notice to Option Holders Exhibit (a)(6) ATS CORPORATION Notice to Option Holders As publicly announced, ATS Corporation (“ATS”) has entered into a merger agreement (“Merger Agreement”) with Salient Federal Solutions, Inc. |
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| February 28, 2012 |
Exhibit (b)(4) LIMITED GUARANTY LIMITED GUARANTY, dated as of February 21, 2012 (this “Limited Guaranty”), by Frontenac IX Private Capital Limited Partnership, Frontenac IX Private Capital A Limited Partnership and Frontenac IX Private Capital (Cayman) Limited Partnership (collectively, the “Guarantors” and each, a “Guarantor”), in favor of ATS Corporation, a Delaware corporation (the “Guaranteed Party”). |
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| February 28, 2012 |
Exhibit (a)(5)(B) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| February 28, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock of ATS CORPORATION at $3. |
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| February 28, 2012 |
SALIENT FEDERAL SOLUTIONS SUMMARY OF TERMS FEBRUARY 16, 2012 Exhibit (b)(2) February 16, 2012 Salient Federal Solutions, Inc. c/o Thomas E. Dunn 4000 Legato Rd, Suite 600 Fairfax, VA 22033 Dear Ted: We are pleased to advise you that PNC Mezzanine Capital, through an affiliated investment vehicle (“PNC MC”), hereby commits to provide $17,250,000 in financing (the “Financing”) to assist Salient Solutions, Inc. (“Salient”), an entity formed by Frontenac Compan |
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| February 28, 2012 |
EX-99.(B)(1) 8 a2207532zex-99b1.htm EX-99.(B)(1) Exhibit (b)(1) February 17, 2012 Salient Federal Solutions, Inc. 4000 Legato Road, Suite 600 Fairfax, VA 22033 Re: Equity Financing Commitment Ladies and Gentlemen: This letter agreement sets forth the commitment of each of the parties set forth on Exhibit A attached hereto (the “Investors”), subject to the terms and conditions hereof, to purchase m |
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| February 28, 2012 |
ATS Corporation 7925 Jones Brach Drive McLean, VA 22102 Exhibit (d)(10) ATS Corporation 7925 Jones Brach Drive McLean, VA 22102 November 4, 2011 Salient Federal Solutions, Inc. |
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| February 28, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of ATS CORPORATION at $3. |
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| February 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ATS CORPORATION (Name of Subject Company (Issuer)) ATLAS MERGER SUBSIDIARY, INC. (Offeror) A Wholly Owned Subsidiary of SALIENT FEDERAL SOLUTIONS, INC. (Parent of Offeror) (Names of Filing Persons (identi |
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| February 28, 2012 |
RBS CITIZENS, N.A. 28 State Street - 15th Floor Boston, MA 02109 Exhibit (b)(3) Commitment Letter EXECUTION VERSION RBS CITIZENS, N.A. 28 State Street - 15th Floor Boston, MA 02109 MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED 1101 Wootton Parkway, 4th Floor Rockville, MD 20852 SUNTRUST ROBINSON HUMPHREY, INC. 303 Peachtree Street Atlanta, GA 30308 CITIZENS BANK OF PENNSYLVANIA 8521 Leesburg Pike, Suite 405 Vienna, VA 22182 BANK OF AMERICA, N.A. 1101 Woot |
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| February 28, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ATS CORPORATION at $3. |
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| February 28, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock of ATS CORPORATION at $3. |
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| February 28, 2012 |
ATS Corporation 7925 Jones Branch Road McLean, VA 22102 March 31, 2011 Exhibit (d)(11) ATS Corporation 7925 Jones Branch Road McLean, VA 22102 March 31, 2011 Salient Federal Solutions, Inc. |
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| February 28, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ATS CORPORATION at $3. |
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| February 28, 2012 |
SALIENT FEDERAL SOLUTIONS, INC. 4000 LEGATO RD. SUITE 600 FAIRFAX, VA 22033 EX-99.(D)(9) 12 a2207532zex-99d9.htm EX-99.(D)(9) Exhibit (d)(9) SALIENT FEDERAL SOLUTIONS, INC. 4000 LEGATO RD. SUITE 600 FAIRFAX, VA 22033 October 4, 2011 ATS Corporation 7925 Jones Branch Drive Mclean, VA 22102 Ladies and Gentlemen: The Board of Directors and management of Salient Federal Solutions, Inc., a Delaware corporation (“Salient”), have spent, and will continue to spend, considerable t |
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| February 24, 2012 |
ATSC / / LC CAPITAL MASTER FUND LTD Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| February 24, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Persons Filing Statement) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) John Hass |
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| February 24, 2012 |
Salient’s Acquisition of ATSC February 24, 2012 Exhibit (a)(5)(J) Salient’s Acquisition of ATSC February 24, 2012 Who is ATS Corporation? 2/24/2012 Company Confidential | www. |
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| February 24, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. a wholly owned subsidiary of Salient Federal Solutions, Inc. (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.0001 Pe |
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| February 24, 2012 |
Exhibit (a)(5)(K) Salient-ATSC Transition Help Q&As POSTED 24-FEBRUARY-2012 What occurs with stock options? If they are not exercised prior to the acquisition becoming finalized, are the options lost or are they tendered in a similar manner to owned shares? Per the terms found in section 4. |
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| February 22, 2012 |
Salient Federal Solutions Moderator: Sunday Williamson February 21, 2012 12:00 ET Exhibit (a)(5)(I) Salient Federal Solutions Moderator: Sunday Williamson 2/21/2012 - 12:00 PM ET Conference ID: 6166005 Page 1 Salient Federal Solutions Moderator: Sunday Williamson February 21, 2012 12:00 ET Pamela Little: Good morning, everyone. |
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| February 22, 2012 |
SC TO-C 1 a12-54212sctoc.htm SC TO-C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. a wholly owned subsidiary of Salient Federal Solutions (Name of Filing Persons (Offeror)) Com |
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| February 22, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Persons Filing Statement) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) John Hass |
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| February 22, 2012 |
ATSC / / JACKS JOEL R - SCHEDULE 13D AMENDMENT NO. 8 Activist Investment Schedule 13D Amendment No. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* ATS Corporation (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number) Joel R. Jacks 900 Third Avenue, 33rd Floor New York, NY 10022 Telephone: (212) 909-8400 (Name, Address |
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| February 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Persons Filing Statement) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) John Hass |
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| February 21, 2012 |
- ED BERSOFF STOCKHOLDER AGREEMENT Exhibit 2.4 STOCKHOLDER’S AGREEMENT This Stockholder’s Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a corporation organized under the laws of Delaware (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Dr. Edward H. Bersoff (the “Stockholder”), on |
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| February 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Persons Filing Statement) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) John Hass |
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| February 21, 2012 |
ATS Corporation Announces Financial Results for the 2011 Fourth Quarter & Full Year (Unaudited) Exhibit 99.1 ATS Corporation Announces Financial Results for the 2011 Fourth Quarter & Full Year (Unaudited) Highlights - Fourth Quarter · Revenue of $21.9 million · EBITDA (1) of $3.3 million and Adjusted EBITDA (2) of $3.6 million · Operating income of $2.6 million and net income of $1.6 million · Fully diluted EPS of $0.07 · Backlog of $276.9 million · Total debt of $2.0 million as of December |
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| February 21, 2012 |
ATS CORPORATION ENTERS INTO MERGER AGREEMENT WITH SALIENT FEDERAL SOLUTIONS Exhibit (a)(5)(A) ATS CORPORATION ENTERS INTO MERGER AGREEMENT WITH SALIENT FEDERAL SOLUTIONS McLean and Fairfax, Virginia, February 21, 2012 —ATS Corporation (NYSE AMEX: ATSC), a leading information technology company that delivers innovative technology solutions to government and commercial organizations, and Salient Federal Solutions, Inc. |
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| February 21, 2012 |
ATSC Joining Forces with Salient Federal Solutions February 21, 2012 Exhibit 99.(a)(5)(H) ATSC Joining Forces with Salient Federal Solutions February 21, 2012 A Salient Purpose It takes a new breed of industry partner to help government agencies address the risks and opportunities of an abruptly changing world. Salient is building exactly that type of agile company. One that’s free from legacy limitations. One that’s driven by a relentless customer focus. And as a |
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| February 21, 2012 |
ATSC Acquisition Employee Call Script Exhibit (a)(5)(G) ATSC Acquisition Employee Call Script Script for All Employee Conference Call Introduction made by Pamela Little Good morning everyone and thanks for joining us on this call to learn more about the exciting news for ATS Corporation and Salient Federal Solutions. |
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| February 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Persons Filing Statement) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) John Hass |
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| February 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Persons Filing Statement) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) John Hass |
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| February 21, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company (Issuer)) Atlas Merger Subsidiary, Inc. a wholly owned subsidiary of Salient Federal Solutions, Inc. (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.0001 Pe |
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| February 21, 2012 |
Exhibit (a)(5)(D) EMAIL Dear Salient Team Members: Today, we are pleased to announce that Salient has signed a definitive agreement to acquire ATS Corporation, a provider of full lifecycle IT systems solutions, mission-driven consulting services and responsive infrastructure support to federal civilian agencies, Department of Defense, public safety and national security customers, and commercial enterprises. |
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| February 21, 2012 |
- REVELATION UNDERTAKING AGREEMENT Exhibit 2.6 UNDERTAKING AGREEMENT This Undertaking Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a Delaware corporation (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Revelation Special Situations Fund Ltd. (the “Stockholder”), on the other hand |
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| February 21, 2012 |
Exhibit 2.5 UNDERTAKING AGREEMENT This Undertaking Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a Delaware corporation (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Lampe, Conway & Co., LLC (the “Stockholder”), on the other hand. Capitalized t |
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| February 21, 2012 |
- CARL MARKS UNDERTAKING AGREEMENT Exhibit 2.7 UNDERTAKING AGREEMENT This Undertaking Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a Delaware corporation (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Carl Marks & Co., Inc, as beneficial owner and shareholder representative, und |
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| February 21, 2012 |
- MINERVA UNDERTAKING AGREEMENT Exhibit 2.8 UNDERTAKING AGREEMENT This Undertaking Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a Delaware corporation (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Minerva Group, LP (the “Stockholder”), on the other hand. Capitalized terms us |
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| February 21, 2012 |
Talking Points for ATS Corporation Program Managers with Their Customers Exhibit (a)(5)(E) February 21, 2012 Talking Points for ATS Corporation Program Managers with Their Customers INTRODUCTORY CALL Hi -: I wanted to give you a call about some exciting news here at ATSC. |
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| February 21, 2012 |
Exhibit (a)(5)(F) Frequently Asked Questions (FAQs) FEBRUARY 2012 SALIENT FEDERAL SOLUTIONS Who is Salient Federal Solutions? It takes a new breed of industry partner to help government agencies address the risks and opportunities of an abruptly changing environment. |
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| February 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2012 ATS Corporation (Exact name of registrant as specified in its charter) Delaware 000-51552 11-3747850 (State or other jurisdiction of incorporation) (Commission File |
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| February 21, 2012 |
- PETER SCHULTE STOCKHOLDER AGREEMENT Exhibit 2.3 STOCKHOLDER’S AGREEMENT This Stockholder’s Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a corporation organized under the laws of Delaware (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Peter M. Schulte (the “Stockholder”), on the o |
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| February 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Persons Filing Statement) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) John Hass |
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| February 21, 2012 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among Salient Federal Solutions, Inc., Atlas Merger Subsidiary, Inc. and ATS Corporation Dated as of February 21, 2012 Table of Contents Page AGREEMENT AND PLAN OF MERGER 1 ARTICLE I DEFINITIONS 2 1.1 Definitions 10 1.2 Construction 10 ARTICLE II THE CASH TENDER OFFER 10 2.1 The Offer 10 2.2 Company Actions 13 2.3 Top-Up Option 14 2.4 Directors 15 AR |
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| February 21, 2012 |
Exhibit (a)(5)(C) Dear ATSC Team Members: Today, we announced the signing of a definitive agreement for Salient Federal Solutions to acquire ATS Corporation. |
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| February 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ATS Corporation (Name of Subject Company) ATS Corporation (Name of Persons Filing Statement) Common Stock, $0.0001 par value (Title of Class of Securities) 00211E104 (CUSIP Number of Class of Securities) John Hass |
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| February 21, 2012 |
Exhibit 2.2 STOCKHOLDER’S AGREEMENT This Stockholder’s Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a corporation organized under the laws of Delaware (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Joel R. Jacks (the “Stockholder”), on the othe |
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| February 21, 2012 |
Exhibit (a)(5)(B) Brad Antle Chief Executive Officer 4000 Legato Road Suite 600 Fairfax, VA 22033 703. |
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| February 21, 2012 |
ATS CORPORATION ENTERS INTO MERGER AGREEMENT WITH SALIENT FEDERAL SOLUTIONS Exhibit 99.2 ATS CORPORATION ENTERS INTO MERGER AGREEMENT WITH SALIENT FEDERAL SOLUTIONS McLean and Fairfax, Virginia, February 21, 2012 —ATS Corporation (NYSE AMEX: ATSC), a leading information technology company that delivers innovative technology solutions to government and commercial organizations, and Salient Federal Solutions, Inc. (Salient), a leading provider of information technology, eng |
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| February 14, 2012 |
ATSC / / Minerva Advisors LLC Passive Investment sc13g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ATS CORPORATION (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 00211E104 (CUSIP Number) January 1, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 13, 2012 |
ATSC / / ATHENA CAPITAL MANAGEMENT INC Passive Investment sc13g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* ATS CORPORATION (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 00211E104 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
